Halloween Horrors
by The Emerald Shapeshifter
Summary: Ben can’t wait to use the Omnitrix for trick or treating on Halloween. And he makes a huge mistake and uses...Ghostfreak. And now the Ectonurite has complete control over the watch... Or so he thinks. [COMPLETE!]
1. Prologue: Four Years, Thirty Lives

**Halloween Horrors**

**A Ben 10 Fanfiction**

* * *

I'm taking a new approach with Ben 10, like I did with some of my other stories.

After the long summer of fighting aliens...Ben can't wait to use the Omnitrix for trick-or-treating on Halloween. And he makes a huge mistake and uses...Ghostfreak.

And, now, Ben can't return to human form.

_**I DO NOT OWN Ben 10!!**_

* * *

**Prologue: Four Years, Thirty Lives**

_So it has been four years since the summer that changed young Benjamin Tennyson's life. Now, at fifteen years of age, he has become a bit more mature with the Omnitrix, as well as already unlocking the Master Code and a few other aliens. He still keeps his careless attitude, and his care_free_ attitude, not listening to anyone about anything._

_The aliens he has acquired over the years has been gradual, nothing compared to his first year with the Omnitrix. Now, at a total of thirty aliens, nothing can face him. The future of Ben 10,000 is growing closer, but none yet know who he is..._

_He has, indeed, become quite the hero._

_But even heroes make costly mistakes, ones that always change their lives._

* * *

**Benjamin Tennyson's Omnitrix Alien Log**

**Last Updated – September 27, 2011**

**Current Update – October 30, 2011**

**Heatblast**

Species – Pyronite

Home World – Pyros

**Wildmutt**

Species – Vulpimancer

Home World – Vulpin

**Diamondhead**

Species – Petrosapien

Home World – Petropia (destroyed)

**XLR8**

Species – Kineceleran

Home World – Kinet

**Grey Matter**

Species – Galvan

Home World – Galvan Prime

**Fourarms**

Species – Tetramand

Home World – Khoros

**Stinkfly**

Species – Lepidopteran

Home World – Lepidopteran

**Ripjaws**

Species – Pisccis Volann

Home World – Pisccis

**Upgrade**

Species – Galvanic Mechomorph

Home World – Galvan B (lone moon of Galvan Prime)

**Ghostfreak**

Species – Ectonurite

Home World – Anur Phaetos

**Cannon Bolt**

Species – Arburian Pelarota

Home World – Arbur (destroyed)

**Wildvine**

Species – Florauna (transit species; found all across the galaxy)

Home World – Flors Verdance

**Benwolf**

Species – Loboan

Home World – Lobo Luna

**Benmummy**

Species – Pharaohan

Home World – Unknown

**Benvicktor**

Species – Unknown

Home World – Unknown

**Upchuck**

Species – Gourmand

Home World – Peptos XI

**Ditto**

Species – Unknown

Home World – Geminias

**Way Big**

Species – Unknown Home World – Unknown

**Eye Guy**

Species – Unknown

Home World – Unknown

**Snotblob**

Species – Unknown (same as Gluto's)

Home World – Unknown

**Razorblade**

Species – Ditonan

Home World – Dinota

**Dragonfire**

Species – Dracona Chiropteran

Home World – Unknown

**Mudpuppy**

Species – Unknown (called 'mudpuppies' by the Plumbers)

Home World – Unknown

**Spitter**

Species – Unknown

Home World – Unknown

**Sandbox**

Species – Silicon Terran

Home World – Terra

**Arctiguana**

Species – Glacian

Home World – Glacia

**Time Change**

Species – Unidentified

Home World – None (trans-dimension species)

**Waterpump**

Species – Unknown

Home World – Pisccis

**Kamekalion**

Species – Hydroconian

Home World – Unknown (destroyed)

**Pitch**

Species – Unknown

Home World – Unknown

* * *

Ben sighed and turned off the computer. His grandfather, for Christmas of 2009, had given him a special laptop—courtesy of the Plumbers. He had enlisted the assistance of several original Plumbers to give him info on the aliens on the Omnitrix—thus, the Omnitrix Alien Log was created.

That first school year with the Omnitrix was hell. He found it hard to balance school work and hero duties. He had informed his parents about his newfound powers the day he was returned, and they agreed to help him. Max helped by making them Plumbers, and also restarting the 'nonexistent' Plumber's business.

It was getting to be like the future Ben and Gwen had seen. A recent clash with Charmcaster and a teenage Hex left Gwen in charge of the newly resurrected Charms of Bezel, like her future form Gwendolyn. She wore them on a belt, always hidden under a shirt.

No one normal knew of the Omnitrix yet, though. Ben would tell the world when he knew the time was right.

* * *

Ben just sat on the ground, watching his cousin destroy self-made targets with magical energy bursts. The field was the perfect place for her to train magic, and she even tried to use Ben as a target—if he was an alien.

"Ben, c'mon!" he heard her shout. "Go XLR8! I wanna see if I can hit you!"

Ben just sighed, and with a flick of his thoughts, turned into XLR8. "Why are you using me as a target?"

"You're no fun anymore," Gwen scoffed. "Ever since you reactivated the Master Code on that thing, you've just become...boring."

"Good," Ben/XLR8 said. "Then we're the same."

He smirked as she murmured an incantation and bursts of flame shot out at him. Dodging them with ease, he yawned.

"Is that the best you got?" he asked.

Gwen frowned. With a flash of green light, Ben became the alien known as Spitter he had seen in the future. He had acquired it not too long ago. Taking a deep breath, he spat out, drenching Gwen in the yellow spit.

"EWW!" she screeched, waving her arms to throw the stuff off. "You're gonna pay for that, dweeb!"

Ben/Spitter grinned. Then, in a gurgly voice, said, "I have no money, ma'am. Would you like that in a check?"

Gwen yelled and ran at him straight on. He grinned once again and became Mudpuppy. He raised a purplish mud arm, the shadow of it covering Gwen's body.

She got the hint and backed off. "Fine, you win."

"I always do," Ben/Mudpuppy said.

He suddenly blinked. He had heard...a voice. It said something, but he couldn't understand him.

His cousin's voice brought him out of his thoughts, "...is coming up. What are you gonna be?"

"For Halloween?" Ben/Mudpuppy asked.

"Duh! I'm going as a witch. What about you?"

With a green flash, Ben turned back into his human form. He looked to the horizon and said, "Ghostfreak."

* * *

_**I am Benjamin Tennyson. And this is the story of the worst mistake I ever made.**_

* * *

Damn, this was on a tight schedule. I wanted him to have thirty aliens at the age of fifteen, so I used some of the aliens from Ben 10K, and some other people and I made up.

**_I own Dragonfire, Razorblade, and Tempus._ Zfish9 _owns Waterpump. Thank you for letting me use him! And the TV . com user_ ****DbzOrDie**_** owns Kamekalion.**_

Yes, I guessed on some of the aliens' home worlds and species, like Benmummy and Ditto. And I made up a few, and grabbed some of the known aliens—like Gluto—and did the same.

And the date may be a bit sketchy. I am assuming it is the year 2007 in the summer he got the Omnitrix, so I took it from there.

Sorry if Ben and Gwen seemed OOC!

Enjoy!


	2. It Begins

**Halloween Horrors**

* * *

_It seemed harmless. With Grandpa Max off on official Plumber duties, and my mom's unawares of Ghostfreak's original intentions, it couldn't hurt..._

* * *

**Chapter Two: It Begins**

"No, you're not going as Ghostfreak!"

Ben sighed as Gwen yelled at him. He sat on the ground and put his chin in his hands, looking bored.

"C'mon, Gwen," he said. "It's harmless. One transformation, three hours trick-or-treating. What harm could it do?"

"Lots," she commented. "Remember what happened last time?"

"Yeah. But Ghostfreak will be under better control now, with the Master Code."

Gwen just glared and let the conflict go. Then, she remembered something.

"He's sensitive to sunlight. Almost any kind of light."

"It'll be nighttime, dweeb," Ben said. "No sunlight."

Gwen just turned and stomped away.

Ben grinned and became the alien he called Dragonfire.

It was a small, dragon/bat mixture of an alien. It was about two feet tall at the head, with a green crest on the top. A black stripe extended down its chest, with two green horizontal lightning bolt-shaped markings on its back. Its tail was completely green, except for the one white strip near the tip. Its front limbs were the wings, with a wingspan of six or seven feet when fully extended. The wing membranes were white, while the 'fingers' were green. Its eyes were a golden-yellow color, with a bold black outline around them, like XLR8's. The Omnitrix insignia was on its chest, in the center. Its snout was black, with silver teeth.

Then, taking off, he flew swiftly after the retreating Gwen.

* * *

Of course, as usual, Halloween was a school night. Of course, Ben didn't care. His parents allowed him to go trick-or-treating, but they didn't know he was going as Ghostfreak. He had told them about the two incidents they had with the (he now knew) Ectonurite. 

Ben was in the backyard, where there was a piece of metal leaning against a fence. It gave off a reflection, so he was looking at his different alien forms. It was now that he noticed how much they changed. Fourarms was starting to grow spikes on the bottom of his arms. Diamondhead had no visible difference, except fr the toughness of the diamond he was made of. Stinkfly's eye stalks were getting longer and wider apart, gaining darker green stripes on them, as well as his legs becoming larger. Wildmutt had started to change as well, the coloration of his fur changing to have stripes like a tiger on his back. XLR8 had a blue stripe on each of his arms, near his shoulders. Upgrade's chest pattern was changing as well, more black and green designs seeping onto his chest, forming a V. Ripjaws's teeth were getting larger, and so were the fins on his arms and head. Ditto's clothing had changed, him having to white stripes going down both shoulders to form an X on his chest.

Other than that, _nothing_ had changed.

But something had, he reminded himself. He had several new aliens.

—**Razorblade**

Razorblade looked like a warped raptor. It had a dinosaur-like body, with many differences. At the tip of its sturdy tail, it had a bone protruding that looked like an axe. It had claws like swords, and teeth almost as powerful as Ripjaws's, if not more. It can run at least 50 mph. with spines about four inches sticking out of its spine, nothing can grab hold of it. The Omnitrix insignia is on the middle of its forehead.

—**Dragonfire**

Dragonfire has all the powers of a usual dragon, like fire breath. Dragonfire also has some psychic ability, mostly ranging from reading minds to beams of energy from its eyes.

—**Tempus**

Tempus was a ghost-like alien, with no true planet. It looks like a ghost with a clock for a face, with alien symbols. It can travel through time, forwards and backwards, as well as freeze or speed up time. The Omnitrix insignia is on the center of its clock face.

—**Snotblob**

The same alien as Gluto, Tetrax's pilot. While Gluto has a mechanic base for his body, Snotblob doesn't, and can't move as fast. His coloring is white, with a black strip down the center of his face, splitting above his eyes and below. He also has the signature three green eyes, with two tentacle-like antennas with black tips. The Omnitrix insignia is located below the center eye.

—**Waterpump**

Waterpump is a large blue seal alien with four eyes. It has black markings around its green eyes, like XLR8, and a black stripe down its back. It can control water is a close proximity, as well as shoot water out or its mouth. He is weak against high temperatures and low temperatures.

—**Kamekalion**

Kamekalion is a chameleon-like alien with a long tail, which can let off electrical charges. It had medium sized wings, allowing it to fly. It can blend in with any surrounding, allowing it to become completely invisible. It can fire an energy beam from its mouth, and can slice anything up with its sharp claws. When not invisible, it is always changing color.

—**Pitch**

Pitch looks like a small koala-ish creature, about three feet tall, with white fur and a black target looking design on its forehead. (In short, it looks like Stitch from Lilo and Stitch) It can issue sonic screeches from its mouth, either temporarily or permanently deafening foes. It can also blow them back. The Omnitrix insignia can be found on its back, _away_ from the sonic screeches.

These new aliens were merely new additions to his arsenal of alien weapons. But they also seemed like family, and—

"Sun's down!" he heard his mother yell. "You're weird alien thing should be fine!"

Ben/Pitch returned to normal, and he grinned. He looked at the Omnitrix, which had 'grown' a bit as well, and wondered if he should go through with this.

Well, with Ghostfreak, he could scare the hell out of little kids.

Then, with a flash, he turned into Ghostfreak.

He looked at himself and almost recoiled in shock. He had the sharper teeth, as well as the spikes sticking out from his shoulders. The tentacles in his chest were also out, moving around with minds of their own.

* * *

_And that one action changed my life forever._

* * *

He floated into his house, where his mother nearly had a heart attack upon seeing his new form. "That's the ghost freak thing?" 

Ben/Ghostfreak nodded. He saw his reflection once more in a mirror, noticing his lone eye was green, not purple. "Sorry if I scared you," he said in the whispery voice that instilled fear into even his heart.

"That's okay," his mom said. "Go, have fun."

Ben/Ghostfreak nodded, and flew out.

* * *

A few hours later, both Ben and Gwen had a huge haul of candy. Ben grinned as he held the bag with both of Ghostfreak's clawed hands, careful to not let his mind wander so he may lose control of his body. 

Suddenly, a flashlight shone on him. The darkness of the street (caused by the lack of sunlight and streetlights) forces young people to carry flashlights. He almost screeched in pain. For some reason, he growled, and turned to see what was hurting him.

Two ten-year-old boys, one dressed as Superman, the other as Spiderman, stood behind him, one shining the flashlight in his eye.

"In anyone home there?" one boy asked.

"Sweet costume!" the other one exclaimed.

Ben/Ghostfreak growled, the purple energy beam in his chest charging up and shooting out, breaking against the ground at the boys' feet.

They screamed and ran away.

"Ben!" Gwen yelled, slapping him on the arm. "Why'd you do that?"

Ben/Ghostfreak shook his head, looking at his cousin. "Do what?"

Then, everything faded to black. He saw a lone purple eye light up in the darkness, and widen, seemingly 'swallowing' him up...

He screamed.

* * *

That's **Chapter Two**. **Chapter Three** coming soon!

I know, Halloween passed. Oh well!

And, yes, **Zfish9**, Waterpump will appear. I hope the description was right.

Thank you all who reviewed on **Chapter One**!


	3. Fear

**Halloween Horrors**

* * *

**Chapter Three: Fear**

Ben opened his eyes. He shook his head quickly to rid his eyes of the blurriness. He looked around. He was in a dark place, most likely a room.

"Gwen?" he called, his voice echoing. "Okay, Gwen, this isn't funny!"

Silence.

"If you're trying to teach me a lesson, it isn't working!"

"_Hello...Ben."_

Ben froze at the voice.

"No..." he moaned, clapping his hands to his ears. "No, it can't be you!"

"_This is all your fault, boy."_

"No!"

"_You did this to yourself."_

"NO!"

"_You will pay for your mistake..."_

"Get away!"

"_I will destroy you..."_

"Why are you doing this??"

"_What is it called, dear boy? Halloween... A day of horrors and evils...well here they are."_

"_No_!"

And with a white flash, his surroundings changed...

* * *

His eyes opened. He was in the center of a city. He didn't recognize it, he didn't know where he was, and he was afraid.

All the noises around him. Cars honking their horns. People shouting. Yelling. Screaming.

Then it hit him. _I'm in the middle of a freakin' street!!_

He let out a shrill scream. He threw himself to the side as two large pairs of headlights came at him. Why were they coming at him, he thought, if they know there's a kid in the street?

He strained his legs to jump into the air, and hop on top of the next car coming at him. It was a large Hummer. His feet clanged on the roof, not as loudly as he had anticipated, and his hands held on tightly as the truck continued on its way through the..._city_?

Then, as the Hummer turned, he lost his grip, and was sent tumbling to the sidewalk.

* * *

"Grandpa!!"

Max started as he held the phone, surprised to hear Gwen's frightened voice. "Gwen? What's wrong?"

"Ben!" she said back, clutching the phone tightly in her trembling hands. "He went Ghostfreak for Halloween—"

"He did what?"

"—And he just vanished! I don't know where he went!! Grandpa, I'm sorry!"

"Gwen. Gwen, calm down." He heard Gwen take a deep breath to calm herself. "It wasn't your fault. He used Ghostfreak. It was the alien's fault. We have to find him."

"How?" Gwen asked.

"Stay there. I'll be there shortly."

* * *

Ben finally got his composure back together and stood. Whatever alien he was, it was short, but not Grey Matter short. He concentrated on the energy to become Benmummy.

Nothing happened.

He tried again; to focus on the energy to transform him.

Still nothing.

He growled in frustration. Then, he noticed he was standing in a puddle of yellow, of which the substance was coming from his mouth.

Spitter.

He quickly closed his mouth and ran on the stubbly legs. He hadn't run with Spitter before, most likely because the alien had no need to run.

Then, against his will, the Omnitrix flashed green, changing him into Snotblob. He blinked all three eyes; his body was starting to drain itself into the sewers.

Then, he concentrated, as hard as he could. He finally became Benmummy. He shot the bandages into the sky, grabbing onto a wire. Pulling himself up, Ben/Benmummy grabbed onto the spire of a not-so-tall building. He stayed there for a while, looking around.

The city was large, to say the least. The lights from all the cars and trucks and street lights lit it up almost as broadly as daylight, and he knew he would have no trouble with Ghostfreak here.

Ghostfreak.

As soon as that name entered his mind, the Omnitrix decided it would be funny to turn him into Waterpump. The seal-like alien didn't really have fingers, so keeping a grip on the spire was hard, and he fell. He felt himself falling, falling towards a near-certain death before—

_Splash!_

He landed in water. He looked around. He still saw the city, but he was in water. He realized then—he was in a tank being transported by a special truck to...somewhere. Several fish—and a shark—were in the tank with him.

The Omnitrix had a bad sense of humor. "Stop it!" he shouted in the smooth voice of Waterpump, right before the watch turned him into Heatblast.

He let out a huge burst of flame, engulfing the truck and evaporating the water in the tank as well as melting the glass. Next thing he knew, he was flying, propelled by the fire coming from his hands.

_To Mount Rushmore,_ he thought. Only his grandfather could help him.

* * *

Gwen looked up at she heard a rumbling outside. She left her house to see the Rustbucket parked in front of her home. Max was coming up to the door, but he stopped when he saw her.

"Come on, Gwen," he said, motioning for her.

"What about my mom?" Gwen asked.

"We'll worry about that later," Max said, dragging Gwen into the Rustbucket and sitting her down in the passenger's seat. "Tell me what happened."

Gwen let out a breath. "Ben decided to use Ghostfreak instead of a costume for Halloween. He seemed confident nothing would go wrong. But these kids shone a flashlight on him and he just broke down and shot them! Then, he vanished. I don't know what happened!"

Max sighed deeply, starting up the Rustbucket and driving off. "It was Ghostfreak. He's regained control, and now we don't know what he'll do."

Gwen pushed the button beneath the dashboard, and the scanner came up, displaying the signal of the Omnitrix.

"Let's go," she said.

* * *

His red eyes narrowed. "The Omnitrix is once again in motion. Where is Tennyson going?"

"He appears to be heading to the Plumber's base on the formation known as Mount Rushmore," one of the robot drones announced.

The other looked up at all the screens that displayed the aliens on the Omnitrix. Tetramand, Petrosapien, Glacian—Ectonurite.

Each of the aliens except for the Ectonurite was beginning to become encased in a purple silhouette, first starting with their eyes, becoming a dark shade of violet. He stared for a moment, before realizing.

"Down to Earth," he said to the drones. "I must have a talk with young Tennyson..."

* * *

_Little did I realize __squid-face__ would play a guest role in my trip through alien hell._

* * *

Well, there's Chapter Three!

This was sort of short, but the more action-filled chapters are coming up! Don't worry! You won't be sorry. (Yet).

And if you're wondering why I chose Ben to come out as Spitter, here's the reason—Spitter is so cute!


	4. Control

**Halloween Horrors**

* * *

**Chapter Four: Control**

A shimmer of air. A vague, invisible shape. Two golden eyes, barely visible.

Ben/Kamekalion peered around the corner of a building. Still invisible, he swiftly ran across the street, diving over a car and tumbling onto the opposite sidewalk. A woman walked past him, and he barely had time to lean out of the way before her rather large purse hit him.

He hissed, drawing the woman's attention. "Who's there?" she asked.

Ben/Kamekalion blinked, turning and running.

He reached an open field, with a train track running over it. He swiftly ran to it, and stood on the tracks. He turned into Grey Matter, listening hard for the sounds of a train.

Then, he heard one. He could see the bright lights, and he could feel the rumbling of the large train.

And he couldn't turn into another alien.

"Damn," he muttered under his breath.

* * *

Gwen sighed, leaning back in her chair, her eyes closed. "We're never gonna find him at this rate!"

Max rubbed his temples with one hand, the other on the steering wheel. "If you were Ben, where would you go in a situation like this?"

Gwen thought. "The arcade?"

Max glared. "The Plumber's HQ, looking for me. That's our best bet at the moment."

Gwen thought again. That _would_ be logical, she admitted, but who was Ben to be logical? "How do we know Ben's going there?"

"We don't," was the answer.

* * *

He wanted to be Fourarms. And he was.

With tremendous strength, the Tetramand lifted up the train, halting it in its tracks. The alien's four eyes were a deep shade of purple, instead of yellow, as he grunted and threw the train onto its side. It hissed, and shot down. Ben/Fourarms clapped all four hands together, as if finishing a chore.

He growled at the train, before jumping off, high into the air.

* * *

"_Excellent,"_ the Ectonurite muttered, opening his lone eye. _"The DNA is beginning to corrupt. It will only be a matter of time, before I take over this pathetic machine, and body."_ He clenched his fist, the claws nearly piercing his palm. He then gazed at what he knew to be the figures of Benwolf, Benmummy and Benvicktor. They were corrupted already. Once again under his control.

But, then, he turned to one alien that didn't seem affected by his power. He glared at the figure, and its two small golden eyes seemed to stare back.

"_It is only a matter of time..."_

* * *

Ben/Fourarms walked across the field, his two-toed feet stomping the grass. He glared malevolent eyes at the stars above him.

With a flash, he became XLR8. "Finally!" the Kineceleran muttered. "You finally work my way for once!"

With that, he sped off. Unknown to him, the Kineceleran's eyes were beginning to turn a deep violet color, and his footing was becoming unsteady...

* * *

A few minutes later, Ben/XLR8 gasped as he fell down, skidding across the ground, his face and tail smacking into the ground in intervals. His cries of "Ow! Ow!" didn't travel far, but someone did hear him.

A man ran up to him, running in place as he stopped next to the alien. "Dude, man, you okay?"

Ben/XLR8 nodded, not even bothering to ask the man who he was. He knew. With the long, braided hair, tye-dye shirt, and the peace sign on it, he was probably a hippie (A/N: no offense to anyone, please don't think I'm making fun of them!). The man stared at him, still running in place.

"Dude, man, chill," the man said, noting the evil glint in his eyes. "We're all friends here."

Ben/XLR8 growled in the shaky voice. "No stupid human is a friend of mine," he hissed, starting to walk slowly off, not even bothering to run.

The man watched him go, muttering something he couldn't hear. Ben/XLR8 whirled around, grabbing the man with his claws by the neck.

"You got something to say to me, human?" the Kineceleran hissed. "If so, say it to my face, you free-loving nutcase." With that, he dropped the man roughly onto the ground, turning and running off at top speed.

The man watched him go, confused and angry.

* * *

In the Rustbucket, Gwen was helping her grandpa monitor the Omnitrix signal for any changes. They found one.

The screen showed the Omnitrix insignia, slowly filling up the center with purple. It was one-fourth of the way full, and still rising. Gwen's heart skipped a beat as she noticed this, and she beckoned her grandpa over. "Hey, look at that."

Max pursed his lips as he studied the screen thoughtfully. Then, his gaze became hardened. "I'm not sure, but I think Ghostfreak is taking control of the Omnitrix."

"And ultimately...Ben," Gwen realized.

Max quickly got back into the driver's seat and started the RV up, revving the engine and speeding off.

* * *

The Omnitrix flashed, turning Ben into Stinkfly. It must've been tired of XLR8, his tired mind decided. He walked, instead of flew, for a long while before rounding a hill. Beyond, he saw the bright twinkling lights of another city.

_Great,_ he thought. _Another city..._

With that, he took to the sky and flew off.

* * *

I see you tiring, Ben.

_Ben groaned, unwilling to wake._

Can you feel as your pathetic body refuses your commands?

_Ben clenched his eyes._

Maybe you need someone else...

_Ben shifted once more at the ominous suggestion._

Maybe _I_ should control you...

_Ben opened his eyes slowly. In front of him was Ghostfreak, in his original covered form. Ben managed to speak. "But—how?"_

_Everything went black. He saw a larger form of Ghostfreak—his true form—levitating in front of him, like the nightmare he had before the alien broke free of his control. The dark blue claws closed around his body, lifting him up to his face._

"_Hey!" a small voice shouted. "Leave him alone!"_

_A bright light shone in the darkness, forcing Ghostfreak to drop Ben to the 'ground'. The Ectonurite hissed and flew back, vanishing._

_Ben gasped and sat up, looking around. "Who's there?" he asked._

_All he saw were two golden eyes, watching him from the darkness. His eyes widened as he realized who it was._

_The only of his aliens who could resist Ghostfreak's corruption._

_The alien grinned, tapping the side of his head._ I can do it,_ he seemed to say._ I got this far, and we're not turning back now.

* * *

There! Short, but trying to prove a point and show Ghostfreak's plans. There's also Vilgax, who will appear later.

Can anyone guess the only alien who managed to resist Ghostfreak? I think I put an obvious hint in there, but...


	5. The Rest of Them

**Halloween Horrors**

* * *

**Chapter Five: The Rest of Them**

Ben felt as if his body was tightening, and after a few minutes, he felt someone shaking him. He blearily opened his eyes, looking into the face of a teenage boy, with spiky blonde hair. He was kneeled down beside him. "You okay, dude?" he asked.

Ben groaned, nodding. "What happened?"

"You fell from the freaking sky, that's what!" the boy exclaimed. "What happened?"

Ben blushed as he couldn't remember. "I have no clue. Who are you?"

The boy helped him to his feet. "I'm Jake," he said. "Who are you?"

"Ben," was the answer, simply.

"What's that on your shirt?" Jake suddenly asked.

Ben raised a brow before looking down to his shirt. What he saw shocked him to no end.

The Omnitrix insignia.

He looked to his left wrist. The watch wasn't there. His eyes widened.

"Looks like some kind of Japanese symbol or somethin', like an anime thing," Jake said slowly, reaching out to grab the insignia. "You an anime fan?"

Ben's eyes flashed and he pushed the other away. "Don't touch me!" he said.

The other immediately stepped forward again, roughly pushing Ben backwards. "Don't push me!"

Ben's eyes began to glow purple. He felt as if his body was melting—and it was, into the body of Mudpuppy.

"What the hell—?" Jake began, only to be swatted away like a meaningless fly. Ben/Mudpuppy finally regained his composure, and he rubbed one finger against his head in confusion.

"Why was I human?" he asked himself.

Then, it hit him—the mudpuppies could take on the appearance of a human being. That's what he did, subconsciously.

He quickly turned and ran as fast as he could on all fours.

* * *

"Where's he going?" Gwen asked, looking once again in the monitors. "He's heading away from Mount Rushmore—he was almost there."

"Ghostfreak," Max growled under his breath.

He said nothing else, leaving Gwen to the slight silence of the rumbling RV and beeping monitors.

* * *

A green flash appeared, shining in Ben/Mudpuppy's sensitive eyes, nearly blinding him. When he opened his eyes, he was Razorblade.

Of course, the large nine-foot-tall dinosaur-like alien wasn't the best inconspicuous alien he had. It drew attention, and it couldn't hide in a city.

People pointed at him, cars stopping, cameras flashing, people running. To and from the street he was on. He closed his eyes and opened his mouth wide, roaring loudly—all the noises, lights, people...

He swung the axe-shaped bone on the end of his tail around in a wide circle, creating a gash in the nearby building, ruining part of its foundation and sending a section of it crumbling to the ground. People screamed, now realizing this thing was a threat.

Helicopters hovered in the air. A net was shot down at him, trying to restrain him.

He became Diamondhead, shooting the greenish crystals at the copters, causing them to fall from the sky. With a magnificent explosion, two landed in the streets, pieces of scrap metal clinking harmlessly against his crystalline face.

He glared with his purple eyes.

_Yes, boy..._ the voice said. _Destroy them... Its what you were meant to do..._

Then, becoming Cannon Bolt, he spun around and rolled abruptly through the streets, smashing into cars.

And he...didn't...care.

He couldn't.

* * *

"_Ah, he is submitting to my power," Ghostfreak said, pulling his lips into a smile, revealing the sharp teeth. "He has realized struggle is futile."_

"_He still has me."_

_Ghostfreak turned and glared at the two golden eyes. The rectangular pupils stared back, unwavering. "You think you can control me? I'm too smart for you, Ectonurite. You may have the others, but never me."_

"_My effect may not extend to you, but I assure you, Ben will not become you. Has he ever wanted to?"_

_The other grinned, also revealing sharp teeth, thought not as sharp as the ghost's. _Oh, he will,_ the alien thought. He turned and abruptly walked into the shadows._

* * *

Sorry for all the short chapters. Man, why are they so short?? They'll get better!

And most of you guessed Grey Matter. Do I even have to say I keep putting obvious hints in my stories? Grey Matter's right.


	6. Freed!

**Halloween Horrors**

* * *

**Chapter Six: Freed!**

Two purple eyes stared at the giant monument that was Mount Rushmore. He was there, but he had forgotten why.

Ben/Dragonfire stared up at the giant rock, questioning his motives for coming here in his mind. It was all a haze, and he couldn't remember.

_Go, boy,_ the voice in his head said._ Let me free._

And he stepped forward, raising his wings and taking off to the air.

* * *

Gwen nearly jumped up. "Grandpa!!" 

Max ran over to her. The monitors once again showed the Omnitrix insignia, only this time, the inside was completely purple.

Max sighed, rubbing his temples. They were parked outside of Mount Rushmore, having no idea what Ben was up to. He pressed a button under the steering wheel, and the secret hole opened up below them, lowering them down…

* * *

Ben/Upgrade's lone purple eye turned to look to the right. It saw an old RV lower from above, and two figures get out of it. He didn't know them. 

_Destroy them. They must die. Everyone must die._

The lone eye narrowed, and the Omnitrix insignia flashed green, making him Pitch. He stepped forward, opened his mouth…

And unleashed a sonic scream.

* * *

Gwen let out a yell as the sonic wave reached her ears, the scream dwarfed in comparison to Pitch's shriek. She clamped her hands over her ears, but the sound seemed to scramble her mind, and she fell to the ground. A few feet from her, Max fell to the floor in a similar fashion, writhing in agony. 

She saw the large bulky figure of Fourarms, standing over her, his face emotionless. He lifted up one of his arms, fist clenched to strike…

It never came.

Gwen opened her eyes slowly to see Fourarms reeling back, all four arms rigid. The Omnitrix insignia flashed green, then purple, in intervals.

Then, a huge green flash appeared, and in Fourarms's place…stood Grey Matter.

The tiny alien's eyes were yellow, not the purple that terrified Gwen so much. He gazed around for a second, before saying, "Finally."

Gwen leaned forward. "B-Ben?"

Grey Matter shook his head. "Not yet."

Max crept over cautiously, looking at the Galvan. "Ben, you have some explaining to do!"

Grey Matter crossed his arms. "I'm not Ben! His human form is repairing itself from Ghostfreak's influence for now, so I had to—"

"Oh, and you think it will?" came a whispery voice.

They all turned to see Ghostfreak—in his original Omnitrix covered form.

His chest area was open, revealing the grey and white tentacles. Gwen and Max reeled back, frightened, but Grey Matter crossed his arms again. "You don't scare me."

A loud clomping sound was heard, followed by an explosion of rock and dust above them. When the dust cleared, Vilgax stood above Grey Matter.

"Hello, Tennyson," Vilgax said, glaring at the tiny, weak alien.

Ghostfreak flew behind Vilgax, almost asking, _Does _that_ scare you?_

Grey Matter yawned. "Nope."

Vilgax's muscles increased in size, and he threw a hard punch down at the Galvan. Grey Matter deftly did a back flip, landing on Vilgax's hand and running up his arm. Stepping right on Vilgax's right eye (causing him to yell), he jumped over and landed on his shoulder, grabbing onto the breathing tubes going down his sides and back. The Galvan thought for a moment, before pulling on the black tube, causing it to snap. An orange-ish mist came out, and Vilgax fell to his knees, coughing and wheezing. Grey Matter ran to the other tube and pulled it out, and Vilgax continued to gasp for air.

Grey Matter jumped onto Ghostfreak, surprising the Ectonurite. He swung his arm in an attempt to dislodge the small frog-like alien, but Grey Matter held fast. Grabbing onto the skin near Ghostfreak's shoulder, he jumped back and pulled, tearing off a good section of the protective skin covering. It came off from part of the upper arm, shoulder, and the left half of Ghostfreak's face, revealing the inverted skull underneath.

Grey Matter landed on the ground, with Ghostfreak hissing indignantly behind him, along with Vilgax still coughing and hacking, unable to breath. The Galvan grinned at the shocked Gwen and Max.

"Wow," was all Gwen could say.

"Thought I was worthless, huh?" Grey Matter said, smirking. He ran to Max and took the conveniently-placed Sun Gun from his belt. The small alien lifted it easily, aiming it at Ghostfreak and pulling the trigger. The light shone on the exposed patch of flesh, causing the photo-sensitive Ectonurite to hiss and fly away.

Then, Vilgax collapsed, unable to breathe enough air.

"Whoa!" Gwen exclaimed, picking Grey Matter up and holding him in the palm of her hand. "None of Ben's other aliens could take Vilgax out that easily!"

Grey Matter just grinned.

* * *

Inside the Omnitrix, the purple light encasing each alien (minus Grey Matter) began to fade, leaving a green glow instead. Two green eyes opened in the darkness that represented the inside of the watch. 

All around that figure, twenty-seven sets of eyes opened all around him…most a deathly violet…

* * *

Ah, yes, me, giving some credit to the alien that deserved much more than he gets in the show. Grey Matter is Ben's most useful alien, but doesn't get enough love. He's one of my favorite aliens, so…Well, you understand.

* * *

Here's a sneak peek of my upcoming fanfiction, _**They Live**_

**_Warning: Rated T for safety; includes mention and use of alcohol, cursing, stupid, rude, and random humor. __Read this note before continuing! This story is not meant to offend anyone—_for full summary, see my homepage!**

* * *

Ghostfreak (his true form) tapped his night black claws impatiently on the table. A cup of a yellow-ish liquid was given to him, and he swallowed it all in one draw. He slammed the mug down, his eye glazed over. 

"Whoa, take it easy," the rough voice of the bartender—Fourarms—said. Ghostfreak turned to glare at the Tetramand.

Ghostfreak pointed accusingly at the four-armed alien. "Don't—_hic!_—tell me what to do!" he yelled. He groaned and closed his lone eye.

"You're gonna get a hangover if you keep drinking," Fourarms informed him.

"That's the—_hic_—idea!"

Fourarms sighed. "Well, I'm closing up soon; you'll have to leave. Do you know what that shit does to your body?"

Ghostfreak shook his head. "No. If it's so bad—_hic_—why are you a bartender?"

Fourarms grinned. "I like seeing people's faces when they find out."

Ghostfreak glared.


	7. Try Me

**Halloween Horrors**

* * *

**Chapter Seven: Try Me**

* * *

_Of course, after that, I gave Grey Matter much more credit, moving him to almost the top of my 'Most Used Aliens' list._

* * *

Grey Matter made a choking sound and fell to his knees. Gwen set him down softly and knelt next to the tiny alien, who was shaking uncontrollably. "What's wrong?" Gwen asked urgently. 

Grey Matter closed his eyes tightly, still shaking. "Even…with Ghostfreak…gone…his influence still…lives, inside the Omnitrix… I can't keep this up for long…"

Gwen stared, with Max at her side as the Omnitrix insignia on the Galvan's back began to shine purple. The small alien gritted his teeth in pain, clenching his fists against the ground. Ghostfreak's voice could be heard.

_I will not be denied!!_

Grey Matter's Omnitrix insignia flashed green, turning him into Benwolf. Then, he became Upgrade. Then, Time Change. The Omnitrix kept flipping randomly through the aliens, each screaming in pain as their presence became known. Cannon Bolt, Wildmutt, XLR8, Diamondhead, Upchuck, Waterpump, Dragonfire…

It flipped through each alien randomly, before…there was another green flash, and the Omnitrix turned Ben into…Ben.

He was on the ground, kneeling, his eyes closed tightly in pain. He slowly opened them and looked at Gwen and Max. His eyes were purple, not their usual emerald green. He shook his head, looking around.

"W-What happened?" he asked slowly, confusion in his eyes.

* * *

Ghostfreak crossed his arms, glancing at the fallen Vilgax from afar. The great, _powerful_ warlord—Ghostfreak sneered—fallen by a mere Galvan. And a fifteen-year-old human controlling that Galvan, nonetheless. 

Pitiful.

Ghostfreak watched as the Omnitrix returned Benjamin to normal. He grinned evilly, watching the boy's eyes take on a purple shade.

All was working to his advantage.

Until, of course, the green light shone…

He frowned.

* * *

_Grey Matter, somehow, managed to restore the Omnitrix's power, ridding it of Ghostfreak's influence. How, he never told me._

* * *

Ben grinned as he lifted the Omnitrix up to look at it. Grey Matter's silhouette could be seen, and the Omnitrix had discarded the sickly purple color. His eyes had returned to normal, and he smirked. 

"Thanks, Grey Matter," he whispered.

Suddenly, Vilgax rose up to his hands and knees, his eyes tightly shut and not breathing. Ghostfreak was behind Vilgax, shaking his head.

"A pity, that such power should be wasted," the Ectonurite said slowly. Vilgax seemed to struggle, but was soon thrown aside as easily as one would do with an old rag doll. Ben, Max and Gwen gaped at the Ectonurite flew down to them, staring straight at Ben.

"But no power matches the Omnitrix…" Ghostfreak continued, reaching a slow hand out…

Then, he shot straight at Ben, intending to possess him. Ben actually foresaw the move and jumped to the side, causing Ghostfreak to phase through the wall behind him.

Ben looked at the Omnitrix, almost reaching for the button. Instead, with a flick of his thoughts, he became Grey Matter. He grinned, and Ghostfreak reemerged, smirking.

"The Galvan?" he questioned. "It may have defeated Vilgax, but you shall not fare so well against me."

Ben/Grey Matter thought for a moment, working up all his advantages and disadvantages. Then, he came up with a plan—his last hope.

"Catch me if you can!" he shouted, turning into XLR8 and running off—upwards, to the open.

Ghostfreak hissed, paying no mind to Gwen and Max, as he flew upwards, phasing through the ceiling.

* * *

Ghostfreak emerged on the top of Mount Rushmore, looking around. The moon was beginning to set in the night sky, but that didn't seem to bother the Ectonurite. He glanced around once more. 

"Come out, come out, wherever you are…" he taunted in a sing-song voice. A growling sound alerted his attention, and he turned to see…Benwolf.

Although surprised to see him, he was also mad. His slaves had all been so careless as to touch the Omnitrix, which absorbed their DNA. He had warned them to not lay a hand—or claw—on it, but they did anyway.

He glared at the Loboan, who glared back. "Time to end this, freak," Ben/Benwolf said. He opened his quadruped mouth and unleashed a green sonic scream.

Ghostfreak knew what to do. He flew out and around the perimeter of the attack and slammed into Ben/Benwolf with his body.

This caused the Loboan to fall over. He glared and growled, before turning into Ripjaws. He shot forward, faster than ever, and bit down into Ghostfreak's arm.

The ghost hissed, and Ripjaws flung himself backwards, tearing off even more of the protective covering, revealing the night-black claws and decayed arm.

Ghostfreak shrieked in rage, before Ben turned into Diamondhead. Fusing his fingers together to become a crude sword-like object, the Petrosapien took a good swing at Ghostfreak, who flew backwards, avoiding the blow.

He snickered as he shot a purple beam out of his chest cavity at Ben/Diamondhead. The crystalline alien merely held up his hands, the beam reflecting off them.

Gwen and Max, who had just come up, jumped out of the way as the pinkish-purple beam was reflected, shooting to near their feet, and to other areas around the rock as well. Ben/Diamondhead quickly turned his hands, taking the beam away from his family.

A shard of crystal was shot out of the smoke that resulted, cutting through the skin on Ghostfreak's side, completely removing the bottom part, revealing the decayed ghostly tail.

Ben smirked and turned into Cannon Bolt.

Ghostfreak yelled, slicing out at the Arburian Pelarota with his sharp claws. The attack was so sudden, the other didn't have time to react. The claws slashed into his face, creating three claw marks near his left eye. He held a chubby hand over it, falling to his knees.

He removed his hands from his face in time to see Ghostfreak flying towards him. With one bat of his large hand, Ben/Cannon Bolt swatted the ghost away. With that, he turned to the east, where the first rays of sunlight were coming up.

He had to keep Ghostfreak occupied.

Gwen stepped forward, She wasn't about to stand around! She held out her hands, mystical energy gathering around them as the Keystone of Bezel around her wrist shone. The blue energy captured Ghostfreak in a force field, and he glared in her direction. He simply slashed at the force field, breaking through, hovering menacingly in front of the red-head.

"Gwen!!" Ben/Cannon Bolt shouted. Jumping into the air, he dove and grabbed his cousin, curling into a ball around her and rolling away. He set her safely down. "Stay here," he ordered, and for once, she just nodded. The Pelarota turned back to Ghostfreak.

"C'mon, freak!" he taunted, turning into Heatblast. "Hit me with your best shot!"

Ghostfreak turned around, not losing momentum, and shot the purple energy beam at the Pyronite. The fire alien merely held up his hands and smirked, watching as the flames that made up his body turned purple…

He unleashed a wave of purple flames at Ghostfreak; they tore through his very being, ripped off the pale, protective covering, and left him fuming (literally). The Ectonurite let out a screech of pain, and Max, Gwen, and Ben/Heatblast fell to their knees.

Ghostfreak hovered over Ben. "You think you can defeat me, boy? I know all your tricks. You cannot defend yourself much longer."

Ben/Heatblast smirked once more before turning back into a human, standing on his two feet, strong in the face of the hideous ghost. He held up his hands in defeat.

Ghostfreak grinned. "At last, you realize your downfall," he said slowly.

Ben looked at the sun, which was rising further. "Oh, not my downfall—yours."

Ghostfreak frowned, following Ben's gaze. The ghost alien shrieked and tried to retreat, but the first rays of morning's light managed to chase him…

With one last yell, Ghostfreak's body burst into purple flames, burning the frail body into ashes. The ashes were blown away in the wind, and whatever remained after, Ben stepped on with his shoe, grinding it into the ground.

"I win, freak," he said, grinning.

* * *

Well, there ya go. Not the best Ben 10 story, but I thought I did pretty good for the first one I didn't delete so quickly (sorry about that all).

The next chapter may be the last, and will most certainly be up soon!

Guess who still has to guest star, besides being so easily taken down by a Galvan? Oh, I have plans for Vilgax; I promised my friends - I've got a plan for him...


	8. Left in Pieces

**Halloween Horrors**

* * *

**Chapter Eight: Left in Pieces**

"Well, Ben," Max said, crossing his arms. "I believe you have some explaining to do."

Ben frowned. "I know, what I did was stupid. I just didn't see the harm in it; I didn't know Ghostfreak could possess all my aliens from the inside!"

Gwen was about to retort, but a sudden rumbling caught her attention. The others noticed it, and stood back to back. Ben turned into Diamondhead, looking back and forth.

"What now?" Gwen asked, exasperated.

Before anyone could answer, the rock beneath their feet blew out, sending them flying. Turning into Stinkfly, the Lepidopteran flew and caught Gwen and Max, setting them gently down. With his four eyes, he looked around in all directions.

He saw a figure tumbling at him, a large, muscular arm raised. He jumped and flew into the air, avoiding the blow that shattered solid rock.

Vilgax.

The squid-faced alien wasn't wearing the breathing mask that gave him the ability to breathe. He was gasping for air, but, for some reason, didn't need the mask anymore. His face and body had taken on a sickly yellow color, and his normally blazing red eyes were even more intense. He was supporting himself on his feet and one long arm, and he glared at Ben/Stinkfly.

"You will pay," he growled. "You will pay for the insolence you have shown to me. You will pay for robbing me of the Omnitrix, and my destiny. You will pay for ruining me, throwing me across the galaxy, and sending me into madness. You…will…pay!!!"

With that, he charged forward, landing a hard punch on Ben/Stinkfly's back, sending him into the ground. He punched him, again and again, before a cloud of dust rose, and there was no sign of Ben in the rubble.

Vilgax nodded in satisfaction, before a loud roar was heard.

Ben/Razorblade rose up from the rubble covering him, faintly glowing with the green light of the transformation. His yellow eyes were glowing furiously, and he took a step forward, his foot crushing the stone beneath.

The dinosaur-like alien said nothing as his sword-like talons swung out, striking his enemy. While not even Diamondhead to break skin on Vilgax, Razorblade's body could cut through anything.

Anything.

Vilgax yelled in pain as the sharp talons pierced his tempered body, making three large gash marks. But the other wasn't done. Lifting the tall alien up with little effort, Ben/Razorblade threw him to the ground, stomping on him with his large foot.

Vilgax lifted his arms up, the cylinders to enhance his strength becoming activated as he hefted the large dinosaur above his head, throwing him away in another direction.

Stone and dust blew out, some striking the faces of Max and Gwen, both of whom were startled at Ben's sudden ferocity. Max sheltered Gwen from another storm of rubble. "Come on," he whispered, but he didn't know why. Gwen probably couldn't hear his soft voice over the noise of the battle, but she apparently did anyway as Max tried to usher her back into the Plumbers' Base.

"What?" Gwen asked, shocked. "You're leaving him alone? With Vilgax?"

Max nodded distantly. "This is his fight."

Gwen, still shocked, just nodded and followed Max away.

Vilgax noticed this. "You humans are all the same. You believe that nothing can hurt you, and only when you are about to die do you realize you cannot do anything."

Ben/Razorblade snorted, not exactly listening. He glanced to the ground. With a flash, he became Grey Matter. He thought.

_Now, what can I do to stop squid-face?_

To his surprise, Grey Matter himself answered.

_The Chimera Sui Generis is a tough species. Vilgax is strong, but you can take him out._

_With what?_

_Brute strength and cunning. Use his strength…against him._

Ben/Grey Matter smiled.

Vilgax approached him, grinning. "The Galvan? You are incredibly stupid."

The other crossed his arms. "I recall beating you before."

With a roar, Vilgax punched at the Galvan, this time being careful to quickly remove his hand when the tiny alien dove to the side. Ben/Grey Matter twisted in the air and ran around Vilgax's feet. The large alien bent down to grab at him, only to end up falling and stumbling.

Grunting, he rose to his feet. The boy was nowhere in sight.

"Where are you?" he growled.

Meanwhile, Ben/Grey Matter was in the safest spot he could be, for the moment—holding onto Vilgax's back.

The true Galvan in his head said, _I am usually opposed to using violence, but in this case, there is truly no exception. Here._

Suddenly, Ben found out he knew a lot more about Vilgax, and what made his body so powerful and so invulnerable. He grinned with the newfound knowledge and came up with only one infallible plan.

_Rip him to pieces._

With that, Ben turned into Upgrade. The lash alerted Vilgax to the other on his back, and he fought to get his muscular arms around to grab at him. Ben/Upgrade merely merged with Vilgax's mechanic parts that had been fused with him after his injury trying to find the Omnitrix, and electricity flashed along his form.

Vilgax roared and grabbed at the Mechomorph fusing with him, pulling with all his strength to get the alien off, and once he did, he threw him. Ben/Upgrade merely hovered a few feet from the ground—a newfound ability; Upgrade could repel the magnetic force of Earth, allowing him to float and fly freely.

He shot a plasma beam at Vilgax, who merely held up an arm to block it. Turning into Waterpump, the larger-than-your-average-seal alien opened his mouth, shooting a highly pressurized jet stream of water at Vilgax, soaking him from head to toe.

Turning into XLR8, he concentrated to build up the kinetic electricity in his body. Once it reached the point where he could hold it in no longer, Ben/XLR8 unleashed the electricity upon Vilgax, striking him. The water conducted the lightning, flashing all along Vilgax's body, forcing him to his knees. He gripped the stone with his claws, shattering it. He tore a large chunk of stone out of the ground, tossing it at the Kineceleran.

It never struck him. It was caught and brought into the mouth of Upchuck. The Gourmand spat out, the explosive acid reaching its mark at Vilgax's head. He roared and covered his face, only for his arm to meet the same fate. He felt himself being torn apart, but still able to fight. How? How could a _human_ defeat him?

In his thoughts, he was met abruptly with the axe-shaped tail end of Razorblade, stuck in his torso. Green blood flowed out around it, and Vilgax tore it out. Ben/Razorblade spun around, slicing the tail into Vilgax's back and forcing him to his knees once again.

Turning into Fourarms, he clapped all four hands together, creating a sonic wave that slammed into Vilgax in his down, sending him flying.

Ben didn't realize what he was saying. The rough voice of Fourarms spoke. "Poor, poor Vilgax. You just can't accept defeat and surrender? Maybe then, you'll live."

With another yell, Vilgax was on his feet, tackling the Tetramand. Both held each other's arms, trying to force the other back, when Ben delivered a hard punch to Vilgax's gut, causing him to grunt. Then, lifting Vilgax above his head, the other threw him, cracking the ground beneath his weight when Vilgax landed.

Then, Ben attacked.

_Heatblast burned._

_Wildmutt bit._

_Diamondhead shot._

_XLR8 rammed._

_Stinkfly struck._

_Fourarms pummeled._

_Ripjaws gnawed._

_Upgrade blasted._

_Cannon Bolt barreled._

_Wildvine smacked._

_Benwolf roared._

_Benmummy choked._

_Benvicktor electrocuted._

_Upchuck spat._

_Ditto overpowered._

_Eye Guy zapped._

_Way Big smashed._

_Waterpump flooded._

_Razorblade sliced._

_Kamekalion outwitted._

_Dragonfire mesmerized._

_Arctiguana froze._

_And Pitch screamed._

All went silent. Ben could see faint figures of all thirty of his aliens standing with him, both shocked and relieved looks on all their faces, all asking the same thing.

_What have we done?_

Grey Matter did not speak.

* * *

And, after all that happened, Vilgax was finally defeated, his broken body preserved in the Plumber's HQ. 

_And Ben was finally proclaimed Hero of Heroes._

* * *

**"_Last time I saw Vilgax I left him in pieces. It wasn't pretty for anyone. 'Nuff said."_**

* * *

**The End.**

* * *

Well, there ya go. The end. I originally had this plan in, and I tried to make it as good as I could, letting at least most of his aliens get their dues on Vilgax.

**Anyone recognize the quote at the end?**


End file.
